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AMERICAN ENTERTAINMENT GROUP, INC.
160 Bedford Road, Suite 306
Toronto, Ontario M5R 2K9
NOTICE OF SPECIAL ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 11, 1996
Notice is hereby given that a Special Annual Meeting of Shareholders
(the "Meeting") of AMERICAN ENTERTAINMENT GROUP, INC., a Colorado corporation
(the "Company"), will be held at 10:00 a.m. local time, on July 11, 1996, at
11355 Chester Road, Sharonville, Ohio 45246, for the following purposes:
1. To elect five persons to the Company's Board of Directors, each
such Director to hold office until the next annual meeting of shareholders or
until their successors are elected and qualified;
2. To amend the Company's Articles of Incorporation to authorize
5,000,000 Preferred Shares, which would have such par values, classes and
preferences as the Company's Board of Directors may from time to time
determine;
3. To ratify and approve Rollins & Associates, P.C. as the Company's
independent auditors for the fiscal year ended December 31, 1996; and
4. To consider and act upon any matters which may properly come before
the Meeting or any adjournment thereof. The Board of Directors are not aware
of any business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned. Only shareholders of record as of the close of
business on May 31, 1996, are entitled to notice of and to vote at the
Meeting. The stock transfer books of the Company will remain open. There is
printed on the following pages a Proxy Statement to which your attention is
invited. Please read it carefully.
You are requested to fill in and sign the enclosed form of Proxy which
is solicited by the management of the Company, and to mail it promptly. The
Proxy will not be used if you attend and vote at the Meeting in person.
By Order of the Board of Directors:
Joel Wagman
Chairman
June 7, 1996
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YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN.
EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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AMERICAN ENTERTAINMENT GROUP, INC.
160 Bedford Road, Suite 306
Toronto, Ontario, Canada M5R 2K9
PROXY STATEMENT
SPECIAL ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 11, 1996
INTRODUCTORY STATEMENT
This Proxy Statement and accompanying Proxy are furnished in connection
with a solicitation of Proxies by the Board of American Entertainment Group,
Inc. (the "Company") for use at the Special Annual Meeting of Shareholders of
the Company, to be held at 10:00 a.m. local time, on July 11, 1996, at 11355
Chester Road, Sharonville, Ohio 45246, for the purposes set forth in the
accompanying Notice of Special Annual Meeting of Shareholders.
Shareholders of record at the close of business on May 31, 1996 will be
entitled to receive notice of and to vote at the meeting. Each share of common
stock is entitled to one vote for each matter submitted to a vote at the
meeting. Shares represented by executed and unrevoked Proxies will be voted in
accordance with the specifications made thereon. If the enclosed form of Proxy
is executed and returned, it nevertheless may be revoked by giving another Proxy
or by letter or telegram directed to the Company. Any such revocation must show
the shareholder's name and must be received prior to the commencement of the
meeting in order to be effective. Additionally, any shareholder attending the
meeting in person, who wishes to do so, may vote by ballot at the meeting,
thereby canceling any Proxy previously given. Where no instructions are
indicated, Proxies will be voted "FOR" the nominees for directors indicated
below and "FOR" the proposals to be considered at the Special Annual Meeting or
any adjournment thereof. Proxy materials will be mailed to shareholders of
record on or about June 7, 1996.
VOTING SECURITIES, PRINCIPAL HOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT
The approval of an amendment to the Company's Articles of Incorporation
to authorize Preferred Shares, as set forth in this Proxy Statement, requires
the affirmative vote of a majority of the issued and outstanding common
shares of the Company.
The approval of the remainder of the proposals set forth in this Proxy
Statement requires the affirmative vote of a majority of the quorum of the
shares present and entitled to vote at the Special Annual Meeting of
Shareholders.
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All voting rights are vested exclusively in the holders
of the Company's no par value common stock, with each share
entitled to one vote. Only shareholders of record at the
close of business on May 31, 1996 are entitled to notice of
and to vote at the meeting and any adjournment thereof.
As of December 31, 1995, there were an aggregate of
14,629,843 common shares issued and outstanding. The
following sets forth the number of shares of the Company's
no par value common stock beneficially owned by (i) each
person who, as of December 31, 1995, was known by the
Company to own beneficially more than five percent (5%) of
its common stock, (ii) the individual Directors of the
Company, and (iii) the Officers and Directors of the Company
as a group.
- - - -----------------------------------------------------------------------
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1)(2) CLASS
- - - -----------------------------------------------------------------------
Joel Wagman (3) 2,150,859 14.70%
160 Bedford Road
Suite 306
Toronto, Canada M5R 2K9
Allan R. Chapman 105,000 .72%
160 Bedford Road
Suite 306
Toronto, Canada M5R 2K9
J.R.Y Hugo (4) 237,801 1.63%
1 Clarendon Avenue
Suite 201
Toronto, Ontario M4V 1H8
Samuel C. Paul 77,967 .53%
160 Bedford Road
Suite 306
Toronto, Canada M5R 2K9
Jon D.Bridgman 39,835 .27%
1006 Streambank Drive
Mississauga, Canada
L4H 3Z1
Dirk Peper -0- -0-
1 Clarendon Road
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Suite 605
Toronto, Canada MVA 1H8
Harve Sherman (5) 2,220,078 15.18%
15 Lonsdale Road
Toronto, Canada
Officers and Directors 2,611,462 17.85%
as a Group (6 persons)
- - - ---------------------------------------------------------------------
(1) All ownership is beneficial and of record except as
specifically indicated otherwise.
(2) Beneficial owners listed above have sole voting and
investment power with respect to the shares shown
unless otherwise indicated.
(3) Owned by Mr. Wagman and children beneficially,
including shares owned of record by Falconette
Corporation.
(4) Includes shares owned of record by Gloria Hugo, the
wife of J.R.Y. Hugo and 600433 Ontario Ltd. and HMSG
Corporation.
(5) Owned by Mr. Sherman and his wife beneficially,
including shares owned of record by various
corporations. Mr. Sherman resigned from the Board of
Directors in June, 1995. See Legal Proceedings with
respect to these shares. The shares listed herein
represent the Company's best information and belief
with respect to Mr. Sherman's direct and indirect
ownership thereof.
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form that are properly
executed and returned will be voted at the Special Annual
Meeting in accordance with the instructions thereon. Any
proxy upon which no instructions have been indicated with
respect to a specific matter will be voted as follows with
respect to such matter: (a) "FOR" the election of five (5)
persons named in this Proxy Statement as Management's
nominees for election to the Board of Directors; (b) "FOR"
amendment to the Company's Articles of Incorporation to
authorize 5,000,000 Preferred Shares, which would have such
par value, classes and preferences as the Company's Board of
Directors may from time to time determine; (c) "FOR" the
ratification of Rollins & Associates, P.C.. as the Company's
independent public accountants; and (d) "FOR" the transaction
of any other business to come before the Meeting, in the
discretion of the holders of such Proxies.
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Management knows of no other matters, other than those
stated above, to be presented for consideration at the
Meeting. If, however, any other matters properly come before
the Meeting, the persons named in the enclosed proxy intend
to vote such proxy in accordance with their judgement on
such matters. The persons named in the enclosed proxy may
also, if they deem it advisable, vote such proxy to adjourn
the Meeting from time to time.
ELECTION OF DIRECTORS
It is proposed that five (5) of the current Directors
be elected to the Board of Directors of the Company, each
such Director to hold office until the next annual meeting
of shareholders or until their successors are elected and
qualified. The nominees are: Joel Wagman, J.R.Y. Hugo,
Samuel C. Paul, Allan P. Chapman, and Jon D. Bridgman. All
are presently directors of the Company who are standing for
re-election.
It is the intention of the persons named in the
accompanying form of Proxy to vote such Proxy FOR the
election of the persons listed below, unless shareholders
specifically indicate in their Proxies that they desire to
abstain from voting for the electing of certain Directors to
office. The Board of Directors does not contemplate that
any nominee will be unable to serve as a Director for any
reason, but if that should occur prior to the meeting, the
Board of Directors reserves the right to substitute another
person(s) of their choice as nominee(s). Each nominee must
be approved by an affirmative vote of a majority of the
quorum of the shares present and entitled to vote at the
Special Annual Meeting of Shareholders. The Board of
Directors recommends that shareholders vote FOR the election
of each nominee.
VOTING
Pursuant to the terms of the Company's Articles of
Incorporation every shareholder voting for the election of
directors is entitled to one vote for each share. A
shareholder may vote each share once for one nominee to each
of the director positions being filled. A shareholder may
not accumulate votes.
The Board of Directors intends to vote the Proxies
solicited by it (other than Proxies in which the vote is
withheld as to one or more nominees) for the five candidates
standing for election as directors nominated by the Board of
Directors. If any nominee is unable to serve, the shares
represented by all valid Proxies will be voted for the
election of such substitute as the Board of Directors may
recommend. At this time the Board of Directors knows of no
reason why any nominee might be unavailable to serve.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
With the exception of the Compensation Committee
established solely to administer its compensation plan, the
Company has no committees of the Board of Directors. This
Compensation Committee, which was composed of three members
of the Board of Directors: Joel
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Wagman (Chairman), J.R.Y. Hugo, and Allan P. Chapman., had two meetings
during the fiscal year ended December 31, 1995. No incumbent director of the
Company attended fewer then seventy-five percent (75%) of total meetings of
the Board of Directors. The Board of Directors conducted six meetings during
the fiscal year ended December 31, 1995.
The Company's Directors will serve in such capacity until the next
annual meeting of the Company's shareholders and until their successors have
been elected and qualified. The officers serve at the discretion of the
Company's Directors. There are no familial relationships among the Company's
officers and directors, nor are there any arrangements or understanding
between any of the directors or officers of the Company or any other person
pursuant to which any officer or director was or is to be selected as an
officer or director.
The Directors and Executive Officers of the Company, their ages and
positions held in the Company as of December 31, 1995 are as follows:
NAME AGE POSITION HELD
- - - ----------- --- -------------
Joel Wagman 63 Chief Executive Officer/President
Chairman of the Board
J.R.Y. Hugo 63 Vice Chairman
and Director
Allan P. Chapman 57 Vice President/Distribution/
Director
Samuel C. Paul 62 Chief Accounting Officer/Treasurer
Director
Jon D. Bridgman 53 Vice President, Corporate
Affairs/Director
Dirk Peper 68 Chief Financial Officer
JOEL WAGMAN. Mr. Wagman has been the Chairman of the Board of Directors,
Chief Executive Officer and a Director since March, 1993. On October 18,
1995, Mr. Wagman became President of the Company. Mr. Wagman received his
Bachelor of Arts Degree (BA), in 1955 from the University of Toronto
(Toronto, Ontario).
Mr. Wagman is also a graduate of Osgoode Hall Law School (LL.B. York
University, Toronto, Canada)(1959). Mr. Wagman was appointed a "Queens
Counsel" in 1971. During the past five years, Mr. Wagman has been engaged in
and with corporations dealing with merchandising - telecommunications -
television.
5
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From September 1987 to July 1991, Mr. Wagman served as President and
Chief Executive Officer of the Telecommerce Corporation (at that time, a
Canadian public reporting company). While Mr. Wagman was President and CEO
of Telecommerce, it was engaged in data-telecommunications relating to the
marketing and sale of goods and services via Regional Bell Operating
Companies (RBOC's).
From August, 1991 until December, 1991, Mr. Wagman served as President
of Corporatel America, Inc., a non-related U.S. private company, engaged in
the production of non-entertainment related Infomercials and the sale of
goods and services thereby. From January, 1992, until the date hereof, Mr.
Wagman has at various times served on a full-time basis as President, Chief
Executive Officer and Chairman of the Board of Corporatel International, Inc.
(a subsidiary of American Entertainment Group, Inc.).
J.R.Y. HUGO. Mr. Hugo has been the Vice Chairman and a Director since 1994.
He has been in the corporate and finance business since 1989. Prior to that
time, he was a practicing attorney in the corporate and securities area in
Toronto. He obtained undergraduate degrees from the University of Toronto and
his law degree from Osgoode Hall Law School in Toronto.
ALLAN P. CHAPMAN. Mr. Chapman became a Vice President and Director of the
Company in September, 1995. During the past thirty-four years, Mr. Chapman
has been associated with the Baton Broadcasting organization in various
capacities, including Vice President, Managing Director, and President of
Glen-Warren Productions Limited, a wholly-owned subsidiary of Baton
Broadcasting Incorporated and the largest full-service production company in
Canada. From 1992 until he joined the Company, he was President of BBS
Entertainment. Mr. Chapman attended the University of Western Ontario.
SAMUEL C. PAUL. Mr. Paul has been a Director of the Company since March,
1994 and the Secretary/Treasurer since 1995. Mr. Paul graduated from McMaster
University (Hamilton, Ontario, Canada) in 1958 with a degree in Economics and
Business. In 1962, Mr. Paul received a Chartered Accountant designation
(C.A.), having completed post graduate work at Queens University, (Kingston,
Ontario, Canada).
Mr. Paul's career spans practicing both in public accounting firms and
in various management positions within the electronics and construction
industry. Until his retirement from public accounting practice in March 1994,
Mr. Paul had been a founding member of the chartered accounting firm of Paul
and Paul, of Toronto, Ontario, Canada, specializing in financial and
consulting services to small and medium sized clients, both of a private and
public nature.
JON D. BRIDGMAN. Mr. Bridgman has been a Vice President and Director of the
Company since September, 1995. Mr. Bridgman has been involved in the
investment industry for over thirty years and has experience with three major
Canadian brokerage firms and a U.S. insurance company. He has been a
co-founder of five businesses and a Director of two public companies in
Canada: Eclipse Capital, Inc. and Rampart Mercantile, Inc. From 1992 to 1993
he was Executive
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Vice President of Rampart Mercantile, Inc. From 1994 until he became
associated with the Company, he was President and Chief Executive Officer of
United Mercantile, Inc. From 1993 to 1994, he was Executive Vice President of
Rampart Mercantile, Inc. From 1991 to 1992, he was Director of US marketing
for Eco Corporation. From 1988 to 1992, he owned J. Bridgman Consulting, a
corporate finance consulting firm. He has attended Concordia University of
Montreal, Quebec and the University of Manitoba.
DIRK PEPER. Mr. Peper has been the Chief Financial Officer since August 16,
1995. Mr. Peper was appointed a Director of the Company on August 10, 1995
and resigned as a Director on September 27, 1995 and Chief Financial Officer
on April 2, 1996. From 1992 until he joined the Company, he was a Management
Consultant with Canadian Executive Overseas Services. From 1988 to 1992, he
served as Senior Vice President (Special Projects) for Central Capital
Corporation. From May, 1978 to April, 1988, Mr. Peper was the Treasurer of
the Ontario Hydro Electric Power Commission. From October, 1974 to May,
1978, he served as Treasurer and Commissioner of Finance of the Regional
Municipality of Peel(Province of Ontario). From May, 1967 to September, 1974,
he was Deputy Minister of Finance for the Province of Newfoundland and
Labrador. From 1963 to 1967, he was a Senior Management Consultant with Peat,
Marwick, Mitchell & Company. He was educated at Queensland University,
Brisbane, Australia.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than
ten percent of the Company's Common Stock, to file initial reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Additionally, Item 405 of Regulation S-B under the 34 Act
requires the Company to identify in its Form 10-KSB and proxy statement those
individuals for whom one of the above referenced reports was not filed on a
timely basis during the most recent fiscal year or prior fiscal years. Given
these requirements, the Company has the following report to make under this
section. Messrs. Chapman and Bridgman made late filings of their Forms 3 and
5.
EXECUTIVE REMUNERATION
The following table sets forth the Summary Compensation Table for the
Chief Executive Officer and the other compensated executive officers other
than the Chief Executive Officer who were serving as executive officers at
the end of the last completed fiscal year. Except as indicated in the
footnotes to this section, no other compensation not covered in the following
table was paid or distributed by the Company to such persons during the
period covered. Employee Directors receive no additional compensation for
service on the Board of Directors.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- AWARDS PAYOUTS
------ -------
7
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<TABLE>
NAME OTHER RESTRICTED ALL
AND SALARY ANNUAL STOCK(1)(3) LTIP OTHER
PRINCIPAL(1)(2) COMPEN- BONUS COMPEN- AWARD(S) OPTIONS/PAYOUTS
SATION SATION
POSITION YEAR ($) ($) ($) SARS(#) ($)
- - - -------- ---- ------ ----- ------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joel 1995 120,000 -- -- -- --
Wagman 1994 82,140 -- -- -- --
Chairman 1993 -- -- 34,500 -- --
J.R.Y. 1995 120,000 -- -- -- --
Hugo 1994 41,982 -- -- -- --
Vice Chrmn. 1993
Jon D. 1995 10,000 -- -- -- --
Bridgman 1994 -- -- -- -- --
Vice Pres. 1993 -- -- -- -- --
Samuel C. 1995 100,000 -- -- -- --
Paul 1994 38,982 -- 26,500 -- --
Treasurer 1993 -- -- 8,500 -- --
</TABLE>
(1) As of June 26, 1995, Messrs. Sherman and Waxman
resigned as Officers and Directors of the Company. Messrs.
Sherman and Waxman were compensated a total of $10,500
each, during the period from December 31, 1994 up to the
date of their resignations.
Under an amended agreement between the Company and
Messrs. Wagman, Sherman and Waxman, which was superseded
by the written agreements, salaries under their respective
agreements were payable at the rate of $120,000 per annum
for each person in cash and/or in common shares at the
rate of $ 0.25 per share. Further, by amended agreement
between the Company and Messrs. Stevens and Paul, which
expired on December 31, 1993, salaries under their
respective agreements were payable at the rate of $50,000
and $40,000, respectively, in cash and/or in common shares
at the rate of $0.50 per share. All such individuals were
paid such salaries and fees in common stock through June
30, 1993. Unpaid salaries subsequent to June 30, 1993 have
been accrued by the Company. It should be noted that the
valuation of $0.25 and $0.50 per share was arrived at
through negotiations between these executives and the
Company and was based upon the fair market value of the
Company's shares at the time the share price was
negotiated. All shares were paid to these executives
pursuant to their employment arrangements and not under a
stock option plan. No further shares of common stock in
lieu of cash salary are expected to be paid in the future
under any written or oral employment agreement.
(2) As of March 11, 1994, Mr. Wagman executed a written
employment contract with the Company. This contract is for
a period of seven years and is thereafter renewable on a
year-to-
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year basis. Mr. Wagman is to receive a salary of
$120,000 per annum under his individual contract plus the
reimbursement of automobile and certain out-of-pocket
expenses. In addition, for the fiscal year ended December
31, 1993 he was eligible to receive a salary bonus of 3%
at such time as the Company generated gross revenues of
between $10,000,000 and $50,000,000; 2% of the Company's
gross revenues between $50,000,001 and $100,000,000; and
1% of the Company's gross revenues in excess of
$100,000,000. No such bonus is to be paid under this bonus
arrangement. For the fiscal year to end on December 31,
1995, Mr. Wagman was to be eligible to participate, along
with other Company executives, in a Company bonus pool not
to exceed 12% of the pre-tax operating profits of the
Company. The amount and allocation of distribution will be
determined in the sole discretion of the Compensation
Committee of the Company (of which Messrs. Wagman, Hugo,
and Chapman are the members). Such bonuses will be payable
80% within 90 days of the end of each fiscal quarter, with
the remainder due within 90 days of the end of each fiscal
year.
Pursuant to stock options in his written employment
agreement, Mr.. Wagman is eligible to exercise options of
up to 800,000 common shares at any time on or before
January 1, 1997 at a price of $.50 per share, and up to an
additional 1,000,000 shares vesting January 1, 1994, at a
price of $2.00 per share, on a schedule to exercise
333,333 shares each year, cumulative, beginning on January
1, 1996 and ending on January 1, 1998. On October 30,
1995, the exercise price regarding 1,000,000 shares was
amended to reflect the following: 200,000 options
exercisable at $.50 per share; 200,000 at $.75 per share;
200,000 at $1.00 per share; 200,000 at $1.25 per share;
200,000 at $1.50 per share. The dates of vesting and the
term remain the same.
As of March 11, 1994, Mr. Paul executed a written
employment contract with the Company which superseded all
prior agreements. This contract was for a period of seven
years and is thereafter renewable on a year-to-year basis.
Mr. Paul was to receive a salary of $50,000 per annum
under his contract. Commencing with the fiscal year end of
December 31, 1994, Mr. Paul was eligible to participate,
along with other Company executives, in a Company bonus
pool not to exceed 12% of the pre-tax operating profits of
the Company. The amount and allocation of distribution
will be determined in the sole discretion of the
Compensation Committee of the Company (of which Messrs.
Wagman, Hugo, and Chapman are the members). Such bonuses
will be payable 80% within 90 days of the end of each
fiscal quarter, with the remainder due within 90 days of
the end of each fiscal year. On October 30, 1995, the
salary of Mr. Paul was retroactively increased to $100,000
per annum, commencing April 1, 1994.
On October 30, 1995, the employment contract with Mr.
Paul was modified. Pursuant to stock options in his
written employment agreement, Mr. Paul had been eligible
to exercise options of up to 40,000 common shares at any
time on or before January 1, 1997 at a price of $.50 per
share. As of March 1, 1996, Mr. Paul's previous options
were cancelled. He obtained options to acquire as an
aggregate of 1,800,000 shares in the common stock of the
Company as follows: a) up to 800,000 common shares at any
time on or before January 1, 1997 at a price of $.50 per
share; and b) 200,000 options exercisable at $.50 per
share; 200,000 at $.75 per
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share; 200,000 at $1.00 per share; 200,000 at $1.25 per share;
200,000 at $1.50 per share. The dates of vesting and the term
remain the same.
As of April 15, 1994, John R.Y. Hugo executed a
written employment contract with the Company which
superseded all prior agreements, save and except for an
option in favor of Mr.Hugo respecting 200,000 common
shares to be issued to Mr. Hugo at $ .50 per share. Said
option is to expire January 1, 1997. This contract is for
a period of seven years and is thereafter renewable on a
year-to-year basis. Mr. Hugo is to receive a salary of
$120,000 per annum under the contract.
Commencing with the fiscal year end of December 31,
1994, Mr. Hugo will be eligible to participate, along with
other Company executives, in a Company bonus pool not to
exceed 12% of the pre-tax operating profits of the
Company. The amount and allocation of distribution will be
determined in the sole discretion of the Compensation
Committee of the Company (of which Messrs. Wagman, Hugo,
and Chapman are the members). Such bonuses will be payable
80% within 90 days of the end of each fiscal quarter, with
the remainder due within 90 days of the end of each fiscal
year.
Pursuant to stock options in his written employment
agreement, Mr. Hugo is eligible to exercise options of up
to 600,000 common shares at any time on or before January
1, 1997 at a price of $.50 per share, and up to an
additional 1,000,000 shares vesting January 1, 1994, at a
price of $2.00 per share, on a schedule to exercise
333,333 shares each year, cumulative, beginning on January
1, 1996 and ending on January 1, 1998. On October 30,
1995, the exercise price regarding 1,000,000 shares was
amended to reflect the following: 200,000 options
exercisable at $.50 per share; 200,000 at $.75 per share;
200,000 at $1.00 per share; 200,000 at $1.25 per share;
200,000 at $1.50 per share. The dates of vesting and the
term remain the same.
As of November 24, 1995, Mr. Jon Bridgman executed a
written employment contract with the Company which
supersedes all prior agreements with Mr. Bridgman. This
contract is for a period of four years and is thereafter
renewable on a year to year basis. Pursuant to the
contract, Mr. Bridgman is to receive a salary of $60,000
per annum. Additionally, Mr. Bridgman was granted common
stock options in the Company, to expire on November 30,
1999, as follows: 200,000 shares at $.75 per share;
200,000 shares at $1.00 per share; 200,000 shares at $1.25
per share; and 200,000 shares at $1.50 per share.
(3) On October 30, 1995, the Company authorized a bonus to
Messrs. Wagman, Hugo, and Paul each of 250,000 restricted
common shares of the Company. Although authorized, no such
shares have been issued any such person as of March 31,
1996.
There are no other written employment contracts or
stock options with officers, directors, or employees of
the Company.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of November 19, 1993, the Company had a
Compensation Committee, which is currently made up of
three members of the Board of Directors, Messrs. Wagman,
Hugo, and Chapman. This Compensation Committee had a total
of two meetings during the fiscal year ended December 31,
1995.
The Company has no retirement or pension plans
covering its Officers and Directors, but anticipates the
formulation of such a plan, to be subsequently approved by
its Board of Directors, although no specific plan terms
have been formulated as of the date hereof. There is a
recently implemented bonus plan which is described in the
preceding section.
AUTHORIZATION OF PREFERRED SHARES
The Company proposes to amend its Articles of
Incorporation to authorize the issuance of up to 5,000,000
Preferred Shares, which would have such par value, classes
and preferences as the Company's Board of Directors may
from time to time determine. This amendment would be made
as soon as the Shareholders approve the amendment to the
Articles of Incorporation.
The present Articles of Incorporation of the Company
only provide for the issuance of Common Shares. The
specific classes and preferences of the Preferred Shares
will be left to the Company's Board of Directors to
determine at such time as those Preferred Shares may be
issued. This Amendment will have no effect on the number
of authorized or issued Common Shares, which will remain
the same. The issuance of these Preferred Shares could be
used as an anti-takeover measure and could have the effect
of preventing those who do not presently control the
Company from mounting an effort to do so. Although the
issuance of Preferred Shares could be used for this
purpose, this is not the intention of the Company in
proposing the authorization of Preferred Shares.
At the present time, the Company plans to issue
250,000 Preferred Shares in the Peter A. Wray acquisition
and 1,000,000 Preferred Shares in the Future Arts Limited
purchase. Otherwise, the Company has no definite intention
to issue Preferred Shares and has made no arrangements
with anyone for such an issue. However, as the Company
expands, there will be need for additional capital, and
the Management of the Company believes that it is in the
best interests of the Company and its shareholders to have
the option to issue Preferred Shares as an additional
avenue to raise capital. In some cases, Preferred Shares
can be used to acquire capital without diluting the Common
Shareholders. The Company has an ongoing need for
additional capital and wants to have as much flexibility
as possible in creating programs for raising such capital.
The Company's Management believes that the addition of
Preferred Shares will be an important step in developing
that flexibility. This is the only reason for the proposal
to authorize Preferred Shares. This resolution requires
the affirmative vote of a majority of the issued and
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outstanding shares of the Company. The Board of Directors
recommends that shareholders vote FOR the resolution.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company has appointed the Company's present
independent public accountants, Rollins & Associates,
P.C., for the fiscal year ended December 31, 1996. This
appointment will be submitted to the shareholders for
ratification at the Meeting.
The submission of the appointment of Rollins &
Associates, P.C. is not required by law or the bylaws of
the Company. The Board of Directors is nevertheless
submitting it to the shareholders to ascertain their
views. If the shareholders do not ratify the appointment,
the selection of other independent public accountants will
be considered by the Board of Directors. To be adopted,
the resolution requires the affirmative vote of a majority
of the shares voting at the meeting. The Board of
Directors recommends a vote FOR the resolution.
OTHER MATTERS
As of the date of this Proxy Statement, the Company's
management has no knowledge of any business, other than
previously described herein, which should be presented for
consideration at the meeting. In the event that any other
business is presented at the meeting, it is intended that
the persons named in the enclosed Proxy will have
authority to vote such Proxy in accordance with their best
judgment on such business.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 under the Securities Exchange
Act of 1934, a shareholder may require that certain
proposals suggested by shareholders be voted on at a
shareholders meeting. Information concerning such
proposals must be submitted to the Company for inclusion
in its proxy statement. Such proposals for inclusion in
the Company's proxy materials relating to the next Annual
Meeting of the Company must be received by the Company not
later than November 30, 1996.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders,
including financial statements, has been mailed with these
materials to all shareholders of record. Any shareholder
who has not received a copy of such Annual Report may
obtain a copy by writing to the Company. Such Annual
Report is not to be treated as part of the proxy
solicitation material, nor as having been incorporated by
reference.
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SOLICITATION OF PROXIES
The cost of solicitation will be borne by the
Company. The Company will reimburse brokerage firms and
other custodians, nominees, and fiduciaries for reasonable
expenses incurred by them in sending proxy material to the
beneficial owners of common stock. In addition to
solicitation by mail, directors, officers, and regular
employees of the Company may solicit Proxies personally or
by telegraph or telephone, without additional
compensation.
NOTICE TO BANKS, BROKERS/DEALERS, VOTING TRUSTEES, AND THEIR NOMINEES
Please advise the Company, in care of its corporate
address, whether any other persons are the beneficial owners
of the shares of common stock for which Proxies are being
solicited from you, and, if so, the number of copies of the
Proxy Statement, and other soliciting materials, you wish to
receive in order to supply copies to the beneficial owners
of shares.
AMERICAN ENTERTAINMENT GROUP, INC.
By: Joel Wagman
Chairman
Dated: June 7, 1996
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PROXY
AMERICAN ENTERTAINMENT GROUP, INC.
160 Bedford Road, Suite 306
Toronto, Ontario Canada M5R 2K9
PROXY FOR SPECIAL ANNUAL MEETING OF SHAREHOLDERS
OF AMERICAN ENTERTAINMENT GROUP, INC.
THE UNDERSIGNED hereby appoints and constitutes Joel Wagman and J.R.Y.
Hugo, and each of them, his true and lawful agents and proxies, with full power
of substitution and revocation in each, to attend, represent and to vote the
shares of common stock of the undersigned at the Special Annual Meeting of
Shareholders of AMERICAN ENTERTAINMENT GROUP, INC. (the Company), to be held at
11355 Chester Road, Sharonville, Ohio 45246 on July 11, 1996, at 10 a.m., local
time, for the purposes set forth in the accompanying Notice of Meeting of
Shareholders and at any adjournment thereof, on all matters coming before said
meeting.
Management recommends a vote FOR items 1,2, 3, and 4, and SHARES WILL BE SO
VOTED UNLESS YOU INDICATE OTHERWISE:
1. Approval of the following individuals to serve on the Board of
Directors:
Joel Wagman FOR __ AGAINST __ ABSTAIN __
J.R.Y. Hugo FOR __ AGAINST __ ABSTAIN __
Samuel C. Paul FOR __ AGAINST __ ABSTAIN __
Allen P. Chapman FOR __ AGAINST __ ABSTAIN __
Jon D. Bridgman FOR __ AGAINST __ ABSTAIN __
2. To amend the Company's Articles of Incorporation to authorize
5,000,000 Preferred Shares, which would have such par value, classes and
preferences as the Company's Board of Directors may from time to time determine;
FOR __ AGAINST __ ABSTAIN __
3. To ratify and approve Rollins & Associates, P.C. as the Company's
independent auditors for the fiscal year ended December 31, 1996; and
FOR __ AGAINST __ ABSTAIN __
3. Approval of any other matter to come before the meeting.
FOR __ AGAINST __ ABSTAIN __
Dated: __________________ , 1996
(Printed Name of Shareholder) __________________________________________
(Signature of Shareholder) _____________________________________________
This Proxy Must Be Signed Exactly As Your Name Appears On Your Stock
Certificate. Executors, Administrators, Trustees, Etc., Should Give Full Title
As Such. If The Signer Is A Corporation, Please Sign Full Corporate Name By
Duly Authorized Officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. THE FAILURE
TO CHECK A BLOCK WILL BE TAKEN AS A VOTE FOR THE PROPOSITION.
